This Amendment No. 3 (this “Amendment”) amends and supplements the Tender Offer
Statement on Schedule TO filed with the U.S. Securities and Exchange Commission on September 15, 2020 (together with any amendments and supplements hereto, the “Schedule TO”) by Empower Merger Sub Inc., a Delaware corporation
(the “Offeror”) and a wholly-owned subsidiary of Cambium Holding Corp., a Delaware corporation (“Parent”), which is a portfolio company of The Veritas Capital Fund VI, L.P., a Delaware limited partnership. The
Schedule TO relates to the offer by the Offeror to purchase all of the issued and outstanding shares of common stock, par value $0.00005 per share, of Rosetta Stone Inc., a Delaware corporation (“Rosetta Stone”), at a purchase price
of $30.00 per share, net to the holder thereof in cash, net of applicable withholding taxes and without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated September 15, 2020 (the “Offer to
Purchase”), and in the related Letter of Transmittal (as each may be amended or supplemented from time to time in accordance with the Merger Agreement described below), copies of which are attached to and filed with the Schedule TO as
Exhibits (a)(1)(A) and (a)(1)(B), respectively.
All the information set forth in the Offer to Purchase is incorporated herein by reference in response to
all of the applicable items in the Schedule TO and is supplemented by the information specifically provided in the Schedule TO, except that such information is amended and supplemented to the extent specifically provided in this Amendment. The
Agreement and Plan of Merger, dated as of August 29, 2020, by and among Parent, the Offeror and Rosetta Stone, a copy of which is attached as Exhibit (d)(1) thereto, is incorporated herein by reference with respect to Items 4 through 11 of the
Schedule TO.
Unless otherwise indicated, references to sections in this Amendment are references to sections of the Offer to Purchase. Capitalized terms
used and not otherwise defined in this Amendment shall have the meanings assigned to such terms in the Offer to Purchase or in the Schedule TO. This Amendment is being filed to amend and supplement Items 4 and 11 of the Schedule TO as reflected
below.
ITEM 4. TERMS OF THE TRANSACTION.
ITEM 11. ADDITIONAL INFORMATION.
Items 4 and 11 of
the Schedule TO and the disclosure under Section 15 “Certain Legal Matters; Regulatory Approvals” of the Offer to Purchase are hereby amended and supplemented by replacing the text of the subsection titled “Legal
Proceedings” in its entirety with the following text:
“On September 16, 2020, a putative stockholder lawsuit captioned Wang v. Rosetta
Stone Inc., et al., Case No. 1:20-cv-01237 (D.Del. filed Sept. 16, 2020), was filed against Rosetta Stone and members of the Rosetta Stone Board in the U.S. District
Court for the District of Delaware. On September 17, 2020, a putative stockholder lawsuit captioned Messinger v. Rosetta Stone Inc., et al., Case No.
1:20-cv-07661 (S.D.N.Y. filed Sept. 17, 2020), was filed against Rosetta Stone and members of the Rosetta Stone Board in the U.S. District Court for the Southern
District of New York. On September 23, 2020, a putative class action lawsuit captioned Harrison v. Rosetta Stone Inc., et al., Index No. 654635/2020 (Sup. Ct., N.Y. Cnty. filed Sept. 23, 2020), was filed against Rosetta Stone and
members of the Rosetta Stone Board in the Supreme Court of the State of New York in the County of New York. On September 24, 2020, a putative class action lawsuit captioned Curtis v. Rosetta Stone Inc., et al., Case No. 1:20-cv-01288 (D. Del. filed Sept. 24, 2020), was filed against Rosetta Stone, members of the Rosetta Stone Board, Parent and Offeror in the U.S. District Court for the
District of Delaware. All four lawsuits allege that Rosetta Stone’s Schedule 14D-9 omits certain material information necessary for stockholders to make an informed decision whether to tender
their shares, with respect to the financial data, inputs and assumptions underlying the Financial Advisor’s opinion, and various details in the section of the Schedule 14D-9 entitled
“—Background of the Offer.” Plaintiffs in the Wang, Messinger and Curtis actions assert claims under the federal securities laws and the rules promulgated thereunder. Plaintiffs in the Messinger and
Harrison actions allege that the members of the Rosetta Stone Board breached their fiduciary duties in connection with the Transactions. As relief, plaintiffs seek, among other things, to enjoin the Transactions from closing until additional
allegedly material information is disclosed or, in the alternative, rescission (or rescissory damages) if the Transactions close, as well as an award of their costs and disbursements, including reasonable attorneys’ fees. The defendants believe
that plaintiffs’ allegations lack merit.”
